The main reforms undertaken through the Companies (Amendment) Act, 2019 include the following:
The provisions of this Act, except sections 6, 7 and 8, clauses (i), (iii) and clause (iv) of section 14, sections 20 and 21, section 31, sections 33, 34 and 35, sections 37 and 38 shall be deemed to have come into force on the 2nd day of November, 2018 and other remaining sections (not notified yet) shall come into force on such date as the Central Government may, by notification in the Official Gazette as mentioned below:

Highlights of the Companies (Amendment) Act, 2019 (other than Ordinance, 2018):

 Section 135 (clause 21): Corporate Social Responsibility:–

 If a Company fails to spend CSR amount upto the end of the F.Y., the Company shall transfer amount to fund as specified in Schedule VII (Fund) within 6 Months.

1. If a Company is holding the unspent amount for ongoing project until the end of F.Y., the Company shall open an account “Unspent CSR A/c” and transfer the unspent amount within 30 days &  such amount shall be spend within 3 years from the date of transfer, failing which, the same shall be transferred to Fund within 30 days.

Disclosure under Reg. 31(1) of SEBI Takeover Regulation, 2011 has been revised wherein the promoters of every listed company are now specifically required to disclose the detailed reasons for encumbrance, if combined encumbrance by them along with PACs is equal or exceed:
a) 50% of their shareholding in the company; or
b) 20% of the total share capital of the company.

 All Sections of the Companies (Amendment) Act, 2019 enforced [except Section 21 of the said Act which relates to Section 135 of the Companies Act, 2013 (Corporate Social Responsibility)] including:

1. Section 14 (Significant Beneficial Owner),
2. Section 20 (National Financial Reporting Authority),
3. Section 33 (Application to Tribunal for relief in cases of Oppression, etc.) etc.

In terms of amended rules, MCA has revised the Form RD-1 in which a company can now seek approval from Regional Director w.r.t. change in financial year and conversion of public company to private company and removed the following two reasons of filing the said form i.e. ADT-2 for removal of Auditor and INC-12 for issue of license under section 8 of the Companies Act, 2013.

Further, MCA has also introduced Form RD GNL-5 for filing addendum for rectification of defects or incompleteness in Form RD-1.

Through this newsletter, we want to share the brief of notifications/circulars issued by from Ministry of Corporate Affairs (MCA), Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), and other authorities including Insolvency and Bankruptcy Board of India (IBBI), National Company Law Tribunal (NCLT) and Stock Exchanges in the month of August, 2019 and compliance calendar for the month of September & October, 2019.